CIBL Announces Intention Of GGCP, Inc. To Tender Shares In CIBL
Self-Tender Offer
RENO, Nev., Dec. 5, 2012 /PRNewswire/ -- CIBL, Inc.
("CIBL") (PINK: CIBY) announced today that GGCP, Inc. ("GGCP") has
informed CIBL of its intention to tender all of its 247 shares of
CIBL's common stock, $0.01 par value
(the "Shares"), constituting approximately 1.0% of the Shares
outstanding, in CIBL's modified "Dutch Auction" tender offer (the
"Offer"), commenced November 14,
2012, to purchase for cash up to 7,000 Shares at a price per
Share of not less than $820.00 nor
greater than $860.00.
Mario J. Gabelli, a director of CIBL
who beneficially owned approximately 27% of the Shares outstanding
as of November 13, 2012, is the Chief
Executive Officer, a director and the controlling shareholder of
GGCP, and may be deemed to have beneficial ownership of the Shares
held by GGCP by virtue of the relationships described above.
Mr. Gabelli (with respect to his Shares held directly and through
CIBL's 401(k) Savings Plan), the other directors of CIBL, and
members of CIBL's executive management team have not indicated any
intention to participate in the Offer.
This announcement does not affect the terms and conditions of
the Offer, which remain unchanged. The Offer will expire at
12:00 Midnight, Eastern Time, on December
12, 2012, unless the Offer is extended.
CIBL has retained Computershare Trust Company, N.A.
("Computershare") to serve as the Depositary for the Offer and
Morrow & Co., LLC ("Morrow") to serve as the Information Agent
for the Offer. Additional copies of an offer to purchase, a
letter of transmittal and related documentation with respect to the
Offer (the "Offering Documents"), which CIBL distributed to its
stockholders on or about November 14,
2012, may be obtained from Morrow at (800) 245-1502 or
cibl.info@morrowco.com. Please contact Morrow with any
questions regarding the Offer.
Stockholders are urged to read the Offering Documents because
they contain important information that stockholders should
consider before making any decision regarding tendering their
Shares. In addition to the Offering Documents, CIBL
posts on a voluntary basis certain periodic financial and other
information on its website at www.ciblinc.com.
As previously announced, on November 21,
2012, CIBL commenced a third party tender offer to purchase
for cash up to 80,000 shares of Class A common stock, $0.0001 par value per share, of iCTC Group, Inc.
("ICTC") (PINK:ICTG), which is expected to expire at 12:00
Midnight, Eastern Time, on December
19, 2012. Immediately prior to the launch of the third
party tender offer, CIBL purchased 80,000 shares from ICTC in a
private placement and obtained the right to purchase from ICTC in a
private placement, following the completion or termination of such
tender offer, such number of shares equal to the difference between
80,000 and the number of shares that CIBL purchases in such tender
offer (if any). CIBL intends to acquire majority voting control of
ICTC by entering into a voting trust agreement with certain
stockholders controlled directly or indirectly by Mr. Gabelli, who
owned, as of November 20, 2012,
approximately 22% of the issued and outstanding shares of Class A
common stock of ICTC.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES
NOT CONSTITUTE AN OFFER TO SELL OR PURCHASE, OR THE SOLICITATION OF
TENDERS OR CONSENTS WITH RESPECT TO, THE SHARES OF CIBL. NO
OFFER, SOLICITATION, OR PURCHASE WILL BE MADE IN ANY JURISDICTION
IN WHICH SUCH AN OFFER, SOLICITATION, OR PURCHASE WOULD BE
UNLAWFUL. THE OFFER IS BEING MADE SOLELY PURSUANT TO THE
OFFERING DOCUMENTS. NONE OF CIBL, ITS BOARD OF DIRECTORS,
OFFICERS OR EMPLOYEES, COMPUTERSHARE OR MORROW IS MAKING ANY
RECOMMENDATION AS TO WHETHER OR NOT STOCKHOLDERS SHOULD TENDER ALL
OR ANY PORTION OF THEIR SHARES IN THE OFFER, OR AS TO THE PRICE OR
PRICES AT WHICH STOCKHOLDERS MAY CHOOSE TO TENDER ANY OF THEIR
SHARES. STOCKHOLDERS ARE STRONGLY ENCOURAGED TO EVALUATE
CAREFULLY ALL INFORMATION IN THE OFFERING DOCUMENTS AND TO CONSULT
THEIR INVESTMENT AND TAX ADVISORS BEFORE MAKING ANY DECISION
REGARDING THE TENDER OF THEIR SHARES.
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This release contains certain forward-looking information within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, including without limitation anticipated corporate
transactions. It should be recognized that such information may be
based upon certain assumptions, projections and forecasts
regarding, among other things, business conditions and financial
markets, and must be read in conjunction with the cautionary
statements set forth in documents filed by CIBL on its website at
www.ciblinc.com. As a result, there can be no assurance that any
possible transactions will be accomplished, and such information is
subject to uncertainties, risks and inaccuracies, which could be
material.
CIBL is a holding company with subsidiaries in television
broadcasting. CIBL is listed on the Pink Sheets© under the symbol
CIBY. CIBL's telephone number is (775) 664-3700.
Contact:
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Robert E.
Dolan
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Interim
Chief Executive Officer and
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Interim
Chief Financial Officer
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(775)
664-3700
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SOURCE CIBL, Inc.